UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 10, 2025, Zenas BioPharma, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As previously disclosed in the Company’s Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2025, Ting (Tim) Xiao did not stand for re-election at the expiration of his term ending at the Annual Meeting, and, accordingly, as of the conclusion of the Annual Meeting Mr. Xiao’s term ended with his resignation from the Board of Directors of the Company, and the size of the Board of Directors was reduced from nine to eight.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders of the Company voted on the following proposals:
Proposal One: The stockholders elected each of the two nominees listed below as Class I directors to serve on the Company’s Board of Directors for a term of three years expiring at the Company’s 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based on the following votes:
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Leon O. Moulder, Jr. | 34,077,048 | 320,261 | 14 | 1,467,979 | ||||||||||||
| Hongbo Lu, Ph.D. | 33,266,315 | 1,129,869 | 1,139 | 1,467,979 | ||||||||||||
Proposal Two: The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025, based on the following votes:
| For | Against | Abstain | ||
| 35,856,550 | 7,670 | 1,082 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZENAS BIOPHARMA, INC. | ||
| By: | /s/ Jennifer Fox | |
| Name: Jennifer Fox | ||
| Title: Chief Business Officer and Chief Financial Officer | ||
Date: June 12, 2025